Statement of Changes in Beneficial Ownership (4)
July 03 2017 - 2:03PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lorenzo Jennifer
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2. Issuer Name
and
Ticker or Trading Symbol
Matinas BioPharma Holdings, Inc.
[
MTNB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Shareholder
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(Last)
(First)
(Middle)
C/O GJG CAPITAL, LLC, 107 CIRCLE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/29/2017
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(Street)
STATEN ISLAND, NY 10304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/28/2017
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J
(1)
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10496760
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D
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$0
(1)
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0
(1)
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I
(1)
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By GJG Life Sciences, LLC
(1)
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Common Stock
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6/28/2017
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J
(1)
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1565333
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A
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$0
(1)
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2086576
(1)
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D
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A Convertible Preferred Stock
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$0.50
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7/29/2016
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(2)
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Common Stock
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3950000
(2)
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3950000
(2)
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I
(1)
(2)
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By GJG Life Sciences, LLC
(2)
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Class A Convertible Preferred Stock
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$0.50
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7/29/2016
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(2)
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Common Stock
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950000
(2)
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950000
(2)
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I
(1)
(2)
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By GJG Life Sciences, LLC
(2)
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Explanation of Responses:
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(1)
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On June 29, 2017, GJG Life Sciences, LLC distributed to its Members, pro-rata without consideration, 10,496,760 shares of Matinas common stock. Of such shares, 8,931,427 shares were distributed to the Class A Members and the remaining 1,565,333 shares were distributed to the reporting person, the Managing Member of the Class B Member, GJG Capital, LLC.
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(2)
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GJG Life Sciences, LLC is the direct owner of Class A Convertible Preferred Stock of Matinas (the "Class A Preferred"). The Class A Preferred will convert automatically into Matinas common stock upon the earlier of (i) notice by Matinas to the holders that Matinas elected to convert all outstanding shares of Class A Preferred, (ii) three years from July 29, 2016, (iii) the approval of Matinas' MAT2203 product candidate by the U.S. Food and Drug Administration or the European Medicines Agency (the "Regulatory Approval") or (iv) the Regulatory Approval of Matinas' MAT2501 product candidate. The reporting person is the Managing Member of GJG Capital, LLC and, as a result, the reporting person and GJG Capital, LLC may be deemed to be indirect beneficial owners of the reported securities. Jennifer Lorenzo and GJG Capital, LLC disclaim beneficial ownership of the Class A Preferred Stock except to the extent of their respective pecuniary interest.
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Remarks:
Upon completion of the distribution reported above, the reporting persons' owned less than 10% of Matinas common stock. As a result, the reporting persons are no longer subject to Section 16.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lorenzo Jennifer
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304
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Shareholder
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GJG Life Sciences, LLC
C/O GJG CAPITAL, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304
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Shareholder
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GJG Capital, LLC
107 CIRCLE ROAD
STATEN ISLAND, NY 10304
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Shareholder
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Signatures
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/s/ Jennifer Lorenzo
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7/3/2017
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**
Signature of Reporting Person
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Date
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/s/ Jennifer Lorenzo, Managing Member of GJG Life Sciences, LLC
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7/3/2017
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**
Signature of Reporting Person
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Date
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/s/ Jennifer Lorenzo, Managing Member of GJG Capital, LLC
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7/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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